Veteran healthcare investor Stephen DeNelsky joins Harvard Bioscience (NASDAQ: HBIO) board

Rhea-AI Filing Summary

Harvard Bioscience reported a board change, appointing Stephen DeNelsky as a Class I director effective September 5, 2025, with a term running until the 2028 annual meeting of stockholders. He also joins the Board’s Nominating & Governance Committee.

DeNelsky, age 57, is a Managing Director at Oaktree Capital Management and has three decades of healthcare investing and analysis experience across life sciences, pharmaceuticals, devices and services. As a non-employee director, he will receive compensation valued at approximately $135,000, including 110,000 restricted stock units and a $91,000 annual cash retainer. The company disclosed this appointment in an accompanying press release furnished as an exhibit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 8-K

_________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 5, 2025

_______________________________

 

HARVARD BIOSCIENCE, INC.

(Exact name of registrant as specified in its charter)

______________________________

Delaware	001-33957	04-3306140
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

84 October Hill Road

Holliston, MA 01746

(Address of Principal Executive Offices) (Zip Code)

(508) 893-8999

(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

____________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	HBIO	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 5, 2025, the Board of Directors (the “Board”) of Harvard Bioscience, Inc. (the “Company”) appointed Stephen DeNelsky to serve as a member of the Board, effective September 5, 2025. Mr. DeNelsky will serve as a Class I director with a term that will expire at the Company’s 2028 annual meeting of stockholders. Mr. DeNelsky was also appointed to serve as a member of the Nominating & Governance Committee of the Board.

Mr. DeNelsky, age 57, is a Managing Director at Oaktree Capital Management, a position he has held since 2022. Mr. DeNelsky was previously a Managing Director at Marathon Asset Management from 2019 to 2022 and President at Life Sciences Alternative Funding from 2011 to 2019. Mr. DeNelsky also currently serves on the board of directors of Visioncare Inc and previously served on the boards of Integrated Diagnostics and AMICAS, Inc. Mr. DeNelsky possesses thirty years of experience in the research, analysis, and valuation of public and private equities in the healthcare industry and has worked across several major sub-sectors of healthcare, including life sciences, pharmaceuticals, devices and services. Mr. DeNelsky earned his B.A. in Economics from the American University and his M.B.A. from the University of Maryland.

There is no arrangement between Mr. DeNelsky and any person pursuant to which he was selected as a director, and there is no family relationship between Mr. DeNelsky and any other director or executive officer of the Company.

In connection with his service on the Board, Mr. DeNelsky will receive standard compensation for non-employee directors of the Board at an approximate value of $135,000, to be composed of (i) an equity award of 110,000 restricted stock units and (ii) an annual cash retainer of $91,000.

Item 7.01. Regulation FD Disclosure.

On September 9, 2025, the Company issued a press release in connection with the appointment of Mr. DeNelsky to the Board. A copy of the press release is attached hereto as Exhibit 99.1.

The information in Item 7.01 of this Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press Release dated September 9, 2025
104		Cover Page Interactive Data File (embedded within the XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HARVARD BIOSCIENCE, INC.
Date: September 9, 2025	By:	/s/ Mark Frost
		Mark Frost
		Interim Chief Financial Officer

FAQ

What board change did Harvard Bioscience (HBIO) announce in this 8-K?

Harvard Bioscience appointed Stephen DeNelsky as a Class I director effective September 5, 2025. His term will run until the company’s 2028 annual stockholders’ meeting, adding an experienced healthcare-focused investor to the board and its Nominating & Governance Committee.

Who is Stephen DeNelsky, the new Harvard Bioscience (HBIO) director?

Stephen DeNelsky is a Managing Director at Oaktree Capital Management with thirty years of healthcare equity research, analysis and valuation experience. His background spans life sciences, pharmaceuticals, devices and services, and he has served on multiple healthcare company boards, including Visioncare Inc.

What compensation will Stephen DeNelsky receive as a Harvard Bioscience (HBIO) director?

Stephen DeNelsky will receive total compensation valued at about $135,000 for his board service. This includes an equity award of 110,000 restricted stock units and an annual cash retainer of $91,000, consistent with standard non-employee director compensation at the company.

Does Stephen DeNelsky have any family or special arrangements with Harvard Bioscience (HBIO)?

The company states there is no arrangement with any person under which Stephen DeNelsky was selected as a director. It also notes there is no family relationship between him and any other Harvard Bioscience director or executive officer, indicating an independent appointment.

Which board committee will Stephen DeNelsky serve on at Harvard Bioscience (HBIO)?

Stephen DeNelsky has been appointed to the Nominating & Governance Committee of the Harvard Bioscience board. This committee typically oversees board composition, governance policies, and director nominations, leveraging his extensive experience in healthcare investing and board service.

How did Harvard Bioscience (HBIO) publicly communicate Stephen DeNelsky’s appointment?

Harvard Bioscience issued a press release on September 9, 2025, detailing Stephen DeNelsky’s appointment to the board. The press release is included as Exhibit 99.1 and is furnished under a Regulation FD disclosure section rather than being filed for liability purposes.